Common use of Required Withholding Clause in Contracts

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under applicable Tax Laws. To the extent that such amounts are so deducted and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate Governmental Body and such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each Notwithstanding anything herein to the contrary, each of the Payment Agent, Parent, Merger Sub, the Company, and the Surviving Corporation shall Corporation, and their Affiliates will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any holder or former holder of Shares or Company Equity Awards, or any other applicable Person, such amounts as are required to be deducted or withheld therefrom under applicable pursuant to any Tax Lawslaws. To the extent that such amounts are so deducted or withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted paid over to the appropriate Governmental Body and Authority, such amounts shall will be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, and the Surviving Corporation and their Affiliates or any other Person required to withhold on amounts payable pursuant to this Agreement shall be entitled to deduct and withhold from any amounts payable to any Person pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code, the rules and regulations promulgated thereunder, or any other provision of applicable Tax LawsLaw. To the extent that such amounts are so deducted and or withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate Governmental Body and such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are may be required to be deducted or withheld therefrom under applicable Tax Lawslaws. To the extent that such amounts are so deducted and or withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly (i) shall be remitted by Parent, Merger Sub, the Surviving Corporation or the Payment Agent, as the case may be, to the appropriate applicable Governmental Body Entity and such amounts (ii) shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom under applicable Tax LawsU.S. federal, state, local or non-U.S. Law and remitted to the appropriate Governmental Authority. To the extent that such amounts are so deducted and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so or withheld are timely and properly remitted to the appropriate Governmental Body and Authority in accordance with applicable Law, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of Shares, Company Options, Company RSUs, Company PSUs and purchase rights under the Company ESPP such amounts as are required to be deducted or withheld therefrom under applicable Tax Laws. To the extent that such amounts are so deducted deducted, withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate applicable Governmental Body and Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Sub and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock or Unassumed Options such amounts as are may be required to be deducted or withheld therefrom under all applicable Tax LawsLaws and shall pay such amount over to the appropriate taxing authority. To the extent that such amounts are so deducted or withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted paid over to the appropriate Governmental Body and taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to and received by the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Interim Surviving Corporation and the Surviving Corporation Company shall be entitled to deduct and withhold from any amounts consideration payable or otherwise deliverable pursuant to this Agreement to any Securityholder such amounts as are may be required to be deducted or withheld therefrom under the Code, or under any provision of state, local or foreign tax law or under any other applicable Tax Lawslegal AGREEMENT AND PLAN OF MERGER requirement. To the extent that such amounts are so deducted or withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted paid over to the appropriate Governmental Body and Authority or other Person, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each Notwithstanding anything herein to the contrary, each of the Payment Agent, Parent, Merger Sub, the Company, and the Surviving Corporation shall Corporation, and their Affiliates will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any holder or former holder of Shares or Company Equity Awards, or any other applicable Person, such amounts as are required to be deducted or withheld therefrom under applicable pursuant to any Tax Laws. To the extent that such amounts are so deducted or withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate applicable Governmental Body and Authority, such amounts shall will be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Paying Agent, Parent, Merger Sub, the Company, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are may be required to be deducted or withheld therefrom under applicable Tax Lawslaws. To the extent that such amounts are so deducted and or withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly (i) shall be remitted by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, as the case may be, to the appropriate applicable Governmental Body Entity and such amounts (ii) shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.. Table of Contents

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Company and the Surviving Corporation (without duplication), and each of their respective Affiliates and agents, shall be entitled to deduct and withhold from any amounts payable to any Person pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under pursuant to any Law in respect of applicable Tax LawsTaxes. To the extent that such amounts are so deducted or withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted paid over to the appropriate Governmental Body and Authority, such amounts shall will be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidpaid in satisfaction of the corresponding obligations hereunder.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock, Company RSU Awards and Company Options such amounts as are may be required to be deducted or withheld therefrom under applicable U.S. federal or state, local or non-U.S. Tax Lawslaws. To the extent that such amounts are so deducted or withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted paid over to the appropriate Governmental Body and taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of Company Shares, Company Options, Company Restricted Stock Units, Company PSU Awards and Company Deferred Cash Awards such amounts as are required to be deducted or withheld therefrom under applicable Tax Laws. To the extent that such amounts are so deducted deducted, withheld and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate applicable Governmental Body and Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.